Common use of Expenses of Demand Registration Clause in Contracts

Expenses of Demand Registration. All expenses other than underwriters’ or brokers’ discounts and commissions relating to Registrable Securities incurred in connection with each registration, filing or qualification pursuant to Section 2(a), including (without limitation) all registration, filing and qualification fees, printing and accounting fees, fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel for the selling Holders (up to a maximum amount of $50,000), shall be borne and paid by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration begun pursuant to Section 2(a) if the registration request is subsequently withdrawn at any time at the request of the Holders of a majority of the Registrable Securities to be registered in such registration (in which case all participating Holders shall bear such expenses pro rata in accordance with the number of Registrable Securities that were to be registered thereunder by each such Holder), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 2(a). All underwriters’ and brokers’ discounts and commissions relating to Registrable Securities included in any registration effected pursuant to Section 2(a) will be borne and paid ratably by the Holders of such Registrable Securities.

Expenses of Demand Registration. All expenses other than underwriters’ or brokers’ underwriting discounts and commissions relating to Registrable Securities incurred in connection with each registration, filing or qualification pursuant to Section 2(a)1.2(a) and each registration, filing or qualification pursuant to Section 1.11, including (without limitation) all registration, filing and qualification fees, printing and accounting fees, fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel for the selling Holders (up to a maximum amount of $50,000)Holders, shall be borne and paid by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2(a1.2(a) if the registration request is subsequently withdrawn at any time at the request of the Holders of a majority of the Registrable Securities to be registered in such registration (in which case all participating Holders shall bear such expenses pro rata in accordance with the number of Registrable Securities that were to be registered thereunder by each such Holderexpenses), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one (1) demand registration pursuant to Section 2(a1.2(a); and provided, further, that if at the time of any withdrawal described in the foregoing clause the Holders have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders of a majority of the Registrable Securities then outstanding at the time of their request that makes the proposed offering unreasonable in the good faith judgment of a majority in interest of the Holders of the Registrable Securities, then the Holders shall not be required to pay any of such expenses and the right to one (1) demand registration pursuant to Section 1.2(a) shall not be forfeited. All underwriters’ and brokers’ Subject to Section 1.12, all underwriting discounts and commissions relating to Registrable Securities included in any registration effected pursuant to Section 2(a1.2(a) or 1.11 will be borne and paid ratably by the Holders of such Registrable Securities, and, if participating, the Company and any other stockholders of the Company.

Expenses of Demand Registration. All expenses incident to the Company’s performance of or compliance with this Agreement shall be paid by the Company, including, without limitation, (i) all registration and filing fees, and any other than underwriters’ fees and expenses associated with filings required to be made with the SEC or brokers’ discounts FINRA, (ii) all fees and commissions relating to Registrable Securities incurred expenses in connection with each registrationcompliance with any securities or “Blue Sky” laws, filing or qualification pursuant to Section 2(a(iii) all printing, duplicating, word processing, messenger, telephone, facsimile and delivery expenses (including expenses of printing certificates for the Registrable Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectuses), including (without limitationiv) all registration, filing and qualification fees, printing and accounting fees, fees and disbursements of counsel for the CompanyCompany (including the expenses of any opinions provided to Holders or underwriters) and of all certified public accountants of the Company (including the expenses of any special audit and cold comfort letters required by or incident to such performance), (v) Securities Act liability insurance or similar insurance if the Company so desires or the underwriters so require in accordance with then-customary underwriting practice, (vi) all fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange or quotation of the Registrable Securities on any inter-dealer quotation system, (vii) all applicable rating agency fees with respect to the Registrable Securities, (viii) other than with respect to any revoked registration pursuant to Section 2(d), the fees and expenses of one counsel for the Holders of Registrable Securities designated by the Holder of a majority of Registrable Securities being registered, or proposed to be registered, in any offering pursuant to the terms hereof, and the fees and expenses of counsel for each of the Avista Entities and any other Holders participating in such registration solely relating to the preparation and delivery of legal opinions for the Avista Entities or such Holders, as the case may be, in any such offering, (ix) any reasonable fees and disbursements of one counsel for the selling Holders (up to a maximum amount of $50,000), shall be borne and underwriters customarily paid by issuers or sellers of securities, (x) all fees and expenses of any special experts or other persons retained by the Company in connection with any registration, and (xi) all of the Company; provided, however, that the ’s internal expenses (including all salaries and expenses of its officers and employees performing legal or accounting duties). All such expenses are referred to herein as “Registration Expenses”. The Company shall not be required to pay for any expenses fees and disbursements to underwriters not customarily paid by issuers of any registration begun pursuant to Section 2(a) if the registration request is subsequently withdrawn at any time at the request of the Holders of a majority of the Registrable Securities to be registered in such registration (in which case all participating Holders shall bear such expenses pro rata in accordance with the number of Registrable Securities that were to be registered thereunder by each such Holder)securities, unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 2(a). All underwriters’ and brokers’ including underwriting discounts and commissions relating and transfer taxes, if any, attributable to Registrable Securities included in any registration effected pursuant to Section 2(a) will be borne and paid ratably by the Holders sale of such Registrable Securities.

Expenses of Demand Registration. All expenses other than underwriters’ or brokers’ underwriting discounts and commissions relating to Registrable Securities incurred in connection with each registration, filing or qualification pursuant to Section 2(a)1.2(a) and each registration, filing or qualification pursuant to Section 1.11, including (without limitation) all registration, filing and qualification fees, printing and accounting fees, fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel for the selling Holders (up to a maximum amount of $50,000)Holders, shall be borne and paid by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration begun pursuant to Section 2(a1.2(a) if the registration request is subsequently withdrawn at any time at the request of the Holders of a majority two-thirds of the Registrable Securities to be registered in such registration (in which case all participating Holders shall bear such expenses pro rata in accordance with the number of Registrable Securities that were to be registered thereunder by each such Holderexpenses), unless the Holders of a majority two-thirds of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 2(a1.2(a); and provided, further, that if at the time of any withdrawal described in the foregoing clause the Holders have learned of a material adverse change in the condition, business, or prospects of the Company (other than a change in market demand for its securities or in the market price thereof) from that known to the Holders of two-thirds of the Registrable Securities then outstanding at the time of their request (or of which the Company advised them in writing within 20 days thereafter) that makes the proposed offering unreasonable in the good faith judgment of two-thirds in interest of the Holders of the Registrable Securities, then the Holders shall not be required to pay any of such expenses and the right to one demand registration pursuant to Section 1.2(a) shall not be forfeited. All underwriters’ and brokers’ underwriting discounts and commissions relating to Registrable Securities included in any registration effected pursuant to Section 2(a1.2(a) or 1.11 will be borne and paid ratably by the Holders of such Registrable Securities.

Expenses of Demand Registration. All expenses (other than underwriters’ or brokers’ underwriting discounts and commissions relating commissions, which shall be borne by the Holders participating in such registration in proportion to the number of such Holder's Registrable securities over the total number of Registrable Securities included in such registration) incurred in connection with each registrationregistrations, filing filings or qualification qualifications pursuant to Section 2(a)Sections 3.1 or 3.2, including (without limitation) , all registration, filing and qualification fees, printing printers' and accounting fees, fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one (1) counsel for the selling Holders (up to a maximum amount of $50,000), shall be borne and paid by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to subsection 3.1.1 or Section 2(a) 3.2 if the registration request is subsequently withdrawn at any time at the request of the Holders of a majority of the Registrable Securities to be registered in (provided such registration (majority includes a majority of the Registrable Securities held by the Preferred Shareholders), in which case all participating Holders shall bear such expenses pro rata in accordance with the number of Registrable Securities that were to be registered thereunder by each such Holder)expenses, unless the Holders of a majority of the Registrable Securities (provided such majority includes a majority of the Registrable Securities held by the Preferred Shareholders) agree to forfeit their right to one the demand registration pursuant to subsection 3.1.1 or Section 2(a). All underwriters’ 3.2; provided further, however that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business or prospects of the Company from that known to the Holders at the time of their request and brokers’ discounts have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall not be required to pay any of such expenses and commissions relating to Registrable Securities included in any registration effected shall retain all of their rights pursuant to Section 2(a) will be borne and paid ratably by the Holders of such Registrable Securitiessubsection 3.1.1.

Expenses of Demand Registration. All expenses (other than underwriters’ or brokers’ ------------------------------- underwriting discounts and commissions commissions) relating to Registrable Securities incurred in connection with each registration, filing or qualification pursuant to Section 2(a2.1(a), including (without limitation) all registration, filing and qualification fees, printing and accounting fees, fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel for the selling Holders (up to a maximum amount of $50,000)Fund Holders, shall be borne and paid by the Company; provided, however, that the Company -------- ------- shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2(a2.1(a) if the registration request is subsequently withdrawn at any time at the request of the Fund Holders of a majority of the Registrable Securities to be registered in such registration (in which case all participating Fund Holders shall bear such expenses pro rata in accordance with the number of Registrable Securities that were to be registered thereunder by each such Holderexpenses), unless the Fund Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 2(a2.1(a); and provided, further, that if -------- ------- at the time of any such withdrawal the Fund Holders have learned of a material adverse change in the condition, business or prospects of the Company from that known to the Fund Holders of a majority of the Registrable Securities then outstanding at the time of their request that is likely to cause the terms of the proposed offering to be materially less favorable in the good faith judgment of a majority in interest of the Fund Holders of Registrable Securities, then the Fund Holders shall not be required to pay any of such expenses and the right to one demand registration pursuant to Section 2.1(a) shall not be forfeited. All underwriters’ and brokers’ underwriting discounts and commissions relating to Registrable Securities included in any registration effected pursuant to Section 2(a2.1(a) will be borne and paid ratably by the Fund Holders of such Registrable Securities, and, if they participate, the Company and any other holders of the Company's securities.

Expenses of Demand Registration. All expenses other than underwriters’ or brokers’ underwriting discounts and commissions relating to Registrable Securities incurred in connection with each registration, filing or qualification pursuant to Section 2(a1.1(a), including (without limitation) all registration, filing and qualification fees, printing and accounting fees, fees and disbursements of counsel for the Company, and of the reasonable fees and disbursements of one counsel for the selling Holders (up to a maximum amount of $50,000)Holders, shall be borne and paid by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration begun pursuant to Section 2(a1.1(a) if the registration request is subsequently withdrawn at any time at the request of the Holders of a majority of the Registrable Securities to be registered in such registration (in which case all participating Holders shall bear such expenses pro rata in accordance with the number of Registrable Securities that were to be registered thereunder by each such Holderexpenses), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 2(a1.1(a); and provided, further, that if at the time of any withdrawal described in the foregoing clause the Holders have learned of a material adverse change in the condition, business, or prospects of the Company (other than a change in market demand for its securities or in the market price thereof) from that known to the Holders of the Registrable Securities then outstanding at the time of their request (or of which the Company advised them in writing within 20 days thereafter) that makes the proposed offering unreasonable in the good faith reasonable judgment of the Holders of the Registrable Securities, then the Holders shall not be required to pay any of such expenses and the right to one demand registrations pursuant to Section 1.1(a) shall not be forfeited. All underwriters’ and brokers’ underwriting discounts and commissions relating to Registrable Securities included in any registration effected pursuant to Section 2(a1.1(a) will be borne and paid ratably by the Holders of such Registrable Securities.

Expenses of Demand Registration. All expenses other than underwriters’ or brokers’ underwriting discounts and commissions relating to Registrable Securities incurred in connection with each registrationregistrations, filing filings or qualification qualifications pursuant to Section 2(a1.3 (which right may be assigned as provided in Section 1.13), including (without limitation) all registration, filing and qualification fees, printing printers' and accounting fees, fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel for the selling Holders (up to a maximum amount of $50,000), selected by them shall be borne and paid by the Company; providedPROVIDED, howeverHOWEVER, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2(a) 1.3 if the registration request is subsequently withdrawn at any time solely due to and at the request of the Holders of a majority owning at least 51% of the Registrable Securities to be securities being registered in such registration (in which case all participating Holders shall bear such expenses pro rata in accordance with the number of Registrable Securities that were to be registered thereunder by each such Holderexpenses), unless the Holders of a majority of the Registrable Securities agree Initiating Holder agrees to forfeit their its right to one demand registration pursuant to Section 2(a). All underwriters’ 1.3; PROVIDED FURTHER, HOWEVER, that if at the time of such withdrawal, (a) the Initiating Holder has learned of a material adverse change in the assets, business, condition, properties or prospects, financially or otherwise, of the Company from that known to the Initiating Holder at the time of its request and brokers’ discounts and commissions relating to has withdrawn its request with reasonable promptness following Initiating Holder's learning of such material adverse change, or (b) the Company has filed a registration statement covering securities other than Registrable Securities for its own account or for the account of any other person after receipt of the Initiating Holder's request and the Initiating Holder notifies the Company of its decision not to proceed with its requested registration due to the effects of such separate registration on the market for the Company's securities, then the Initiating Holder (and all other Holders whose Registrable Securities are included in therein) shall not be required to pay any registration effected of such expenses and the Initiating Holder shall retain its rights pursuant to Section 2(a) will be borne and paid ratably by the Holders of such Registrable Securities1.3.

Expenses of Demand Registration. All expenses (other than underwriters’ or brokers’ ------------------------------- underwriting discounts and commissions and fees and expenses of professionals retained by the Apollo Holders) relating to Apollo Registrable Securities incurred in connection with each registration, filing or qualification pursuant to Section 2(a)2.1(a) and each registration, filing or qualification pursuant to Section 2.10, including (without limitation) all registration, filing and qualification fees, printing and accounting fees, fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel for the selling Holders (up to a maximum amount of $50,000), shall be borne and paid by the Company; provided, however, that the Company shall not be -------- ------- required to pay for any expenses of any registration proceeding begun pursuant to Section 2(a2.1(a) if the registration request is subsequently withdrawn at any time at the request of the Holders of a majority of the Registrable Securities to be registered other than as a result of a material adverse change in the condition, business or prospects of the Company that was unknown to the Holders of a majority of such registration Registrable Securities at the time of their request (in which case all participating Holders shall bear such expenses pro rata in accordance with the number of Registrable Securities that were to be registered thereunder by each such Holder), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 2(aexpenses). All underwriters’ and brokers’ underwriting discounts and commissions relating to Apollo Registrable Securities included in any registration effected pursuant to Section 2(a2.1(a) or 2.10 will be borne and paid ratably by the Apollo Holders of such Apollo Registrable Securities, and, if it participates, the Company. All fees and expenses of professionals retained by the Apollo Holders in connection with any registration of Apollo Registrable Securities effected pursuant to Section 2.1(a) or 2.10 will be borne and paid ratably by the Apollo Holders of such Apollo Registrable Securities.

Expenses of Demand Registration. All expenses other than underwriters’ or brokers’ underwriting discounts and commissions relating to Registrable Securities incurred in connection with each registration, filing or qualification pursuant to Section 2(a)1.2(a) and each registration, filing or qualification pursuant to Section 1.12, including (without limitation) all registration, filing and qualification fees, printing and accounting fees, fees and disbursements of counsel for the Company, and up to $35,000 of the reasonable fees and disbursements of one counsel for the selling Holders (up to a maximum amount of $50,000)Holders, shall be borne and paid by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration begun pursuant to Section 2(a1.2(a) if the registration request is subsequently withdrawn at any time at the request of the Holders of a majority of the Registrable Securities to be registered in such registration (in which case all participating Holders shall bear such expenses pro rata in accordance with the number of Registrable Securities that were to be registered thereunder by each such Holderexpenses), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 2(a1.2(a); and provided, further, that if at the time of any withdrawal described in the foregoing clause the Holders have learned of a material adverse change in the condition, business, or prospects of the Company (other than a change in market demand for its securities or in the market price thereof) from that known to the Holders of a majority of the Registrable Securities then outstanding at the time of their request (or of which the Company advised them in writing within 20 days thereafter) that makes the proposed offering unreasonable in the good faith judgment of a majority in interest of the Holders of the Registrable Securities, then the Holders shall not be required to pay any of such expenses and the right to one demand registration pursuant to Section 1.2(a) shall not be forfeited. All underwriters’ and brokers’ Subject to Section 1.12, all underwriting discounts and commissions relating to Registrable Securities included in any registration effected pursuant to Section 2(a1.2(a) or 1.12 will be borne and paid ratably by the Holders of such Registrable Securities.

Expenses of Demand Registration. All expenses other than underwriters’ or brokers’ discounts and commissions relating to Registrable Securities incurred in connection with each registration, filing or qualification pursuant to Section 2(a3(a), including (without limitation) all registration, filing and qualification fees, printing and accounting fees, fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel for the selling Holders (up to a maximum amount of $50,000), shall be borne and paid by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration begun pursuant to Section 2(a3(a) if the registration request is subsequently withdrawn at any time at the request of the Holders of a majority of the Registrable Securities to be registered in such registration (in which case all participating Holders shall bear such expenses pro rata in accordance with the number of Registrable Securities that were to be registered thereunder by each such Holder), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 2(a3(a); and provided, further, that if at the time of any withdrawal described in the foregoing clause the Holders have learned of a material adverse change in the condition, business or prospects of the Company (other than a change in market demand for its securities or in the market price thereof) from that known to the Holders requesting such registration at the time of their request that makes the proposed offering unreasonable in the good faith judgment of such Holders, then the Holders shall not be required to pay any of such expenses and the right to one demand registration pursuant to Section 3(a) shall not be forfeited. All underwriters’ and brokers’ discounts and commissions relating to Registrable Securities included in any registration effected pursuant to Section 2(a3(a) will be borne and paid ratably by the Holders of such Registrable SecuritiesSecurities on the basis of the number of Registrable Securities registered on their behalf.